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To: Amy J who wrote (147671)	11/13/2001 1:18:46 PM
From: Paul Engel	Respond to of 186894

Amy - Re: "2. He has a conflict of interest as a shareholder of a foundation the moment his foundation vote would conflict with his vote as a board member. His position as a board member makes him fiduciary responsible for the well-being of the company, which I believe would include avoiding a $700M fine for any cancellation of the merger due to any potential board-level activities. This would mean that if his foundation has a conflicting vote to his initial vote as a HP BOD, it would require him to step down from the foundation so that his foundation's vote doesn't conflict with his vote as a board member. By not stepping down, he has placed HP in the potential position of being liable for $700M. (Again, this has nothing to do with whether I agree or disagree with the merger.) 3. Why take it public? Anyone who has good, solid reasons can win anyone, and any board? Why take a hostile approach to business? Why not take each board member aside and win them over, one by one? Bad PR can be the kiss of death. 4. A founder should never ever get in a legal tangle with their own company, and that includes any siblings of founders. " These are very good points - there is clearly a mess going on at HP over this merger. Re: "If HP and Compaq falter, this impacts Intel. What is Intel's backup plan here? As an Intel shareholder, this situation doesn't make me feel comfortable. " Intel cannot get directly involved with this merger. Their only "plan" is to keep improvong their architecture and products and marketing them to ALL customers - IBM, Dell, HP, Compaq, NEC, Hitachi, SGI, etc. Paul

To: Amy J who wrote (147671)	11/13/2001 5:03:54 PM
From: brushwud	Read Replies (1) \| Respond to of 186894

A couple of thoughts on the article posted re: HP's fallout with the son of Hewlett: 1. Why did he as a Board member flip-flop and change directions? The only time a board member from any company could arguably flip-flop on a decision would be if new data comes in that contradicts existing data. As a rule, board members of companies do not flip-flop in their decision, they are reliable, consistent decision makers. This is because flip-flopping directions is horribly expensive for the operations of any company. So, decisions are done 'right' the first time around. This isn't to say that I agree (or disagree) with the merger, but it's an observation that flip-flopping would be considered unusual board behavior by any company. New data could certainly warrant a change of opinion. If the flip-flopping had to do with the entrance of new data, such as, "the further we went along, the more we discovered the cultures were not compatible", then that would make sense, because that would be considered new data. But not a change of opinion due to reasons listed, because these would have existed when he voted "yes" as a board member. I've seen some reporting that said the board originally voted unanimously, but I haven't seen any of the actual participants quoted. Votes of the Board are probably not made public unless somebody talks. Is it possible that Hewlett abstained out of consideration for Carly & made his decision later? Is it definite that he voted yes originally? Any links?